Company Description
Wheeler Real Estate Investment Trust, Inc. (NASDAQ: WHLR) is a real estate investment trust focused on commercial real estate. According to available information, Wheeler Real Estate Investment Trust, Inc. is a self-managed commercial real estate investment company that owns, leases, and operates income-producing retail properties, with a primary focus on grocery-anchored centers. The company is incorporated in Maryland and its common stock trades on The Nasdaq Capital Market under the symbol WHLR.
The company’s property portfolio, as described in prior disclosures, has included retail centers such as Alex City Marketplace in Alexander City, Alabama; Bryan Station in Lexington, Kentucky; Cardinal Plaza in Henderson, North Carolina; Clover Plaza in Clover, South Carolina; and Winslow Plaza in Sicklerville, New Jersey. These examples illustrate its focus on income-producing retail properties anchored by grocery or similar tenants.
Business focus and structure
Wheeler Real Estate Investment Trust, Inc. operates as a real estate investment trust, with activities centered on owning, leasing, and operating commercial retail properties. As a self-managed REIT, the company manages its own operations rather than relying on an external management company. Its emphasis on income-producing retail properties, and particularly grocery-anchored centers, reflects a strategy oriented toward tenants that can draw consistent customer traffic.
Based on its SEC filings, the company has multiple classes of securities, including common stock, Series B Convertible Preferred Stock, Series D Cumulative Convertible Preferred Stock, and 7.00% Subordinated Convertible Notes due 2031. These capital structure elements appear frequently in its reports, especially in connection with conversions, redemptions, and reverse stock splits.
Capital structure and securities
Recent Form 8-K filings describe transactions in which Wheeler Real Estate Investment Trust, Inc. has exchanged shares of its Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock for newly issued shares of common stock. These exchanges have been carried out with unaffiliated holders of the company’s securities and, according to the filings, did not generate cash proceeds for the company. The preferred shares received in these exchanges were retired and cancelled.
The company has also reported ongoing redemptions of its Series D Cumulative Convertible Preferred Stock pursuant to monthly “Holder Redemption Dates.” In multiple 8-K filings, Wheeler Real Estate Investment Trust, Inc. details the number of Series D Preferred shares redeemed, the redemption price per share, and the number of common shares issued to settle the aggregate redemption price. These filings also disclose cumulative information on total Series D Preferred shares redeemed and total common shares issued in settlement.
Wheeler Real Estate Investment Trust, Inc.’s 7.00% Subordinated Convertible Notes due 2031 are another key part of its capital structure. The conversion price of these notes has been adjusted over time pursuant to the indenture’s optional conversion provisions, with adjustments tied to the lowest price at which any Series D Preferred Stock was converted into common stock during specified redemption periods. The company’s 8-K filings explain how these adjustments affect the number of common shares issuable upon conversion of the notes.
Reverse stock splits and charter amendments
The company has implemented reverse stock splits of its common stock, accompanied by related amendments to its charter. In a Form 8-K dated September 17, 2025, Wheeler Real Estate Investment Trust, Inc. reported a one-for-five reverse stock split of its common stock, effective on September 22, 2025, along with a reduction in the par value of the common stock from $0.05 per share (as adjusted for the split) to $0.01 per share. The filing states that no fractional shares would be issued; instead, stockholders entitled to fractional shares would receive a cash payment based on the closing price of the common stock on The Nasdaq Capital Market on the effective date, as adjusted for the split.
A subsequent Form 8-K dated November 25, 2025 describes a one-for-two reverse stock split of the company’s common stock, effective on November 28, 2025, and a related amendment reducing the par value of the common stock from $0.02 per share (as adjusted for that split) to $0.01 per share. As with the earlier reverse split, fractional shares were not issued; stockholders otherwise entitled to fractional shares were to receive cash in lieu of such fractions.
These reverse stock splits applied to all outstanding shares of common stock and, according to the filings, did not change any particular stockholder’s relative ownership percentage, other than minor effects from cash in lieu of fractional shares. The company also notes that the rights associated with the common stock, including voting rights, were not substantively altered by the reverse splits, except to the extent affected by fractional share cash payments.
Effects on convertible securities
The reverse stock splits required corresponding adjustments to the company’s convertible securities. For the 7.00% Subordinated Convertible Notes due 2031, the conversion rate was proportionately reduced following each reverse split, as described in the relevant 8-K filings. For example, after the one-for-five reverse stock split effective September 22, 2025, the conversion rate was reduced from approximately 25.47 shares of common stock per $25 principal amount of notes to approximately 5.09 shares of common stock per $25 principal amount.
Similarly, the conversion prices and conversion ratios for the Series B Convertible Preferred Stock and Series D Cumulative Convertible Preferred Stock were adjusted to reflect the reverse stock splits. The filings specify the resulting conversion prices and the approximate number of common shares into which one share of each preferred series would be convertible after the splits.
Ongoing reporting and financial information
Wheeler Real Estate Investment Trust, Inc. regularly reports its financial and operating results through annual reports on Form 10-K and quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. Press releases referenced in the company’s 8-K filings state that these reports cover periods such as the year ended December 31, 2024 and various interim periods in 2024 and 2025. The company also indicates that it makes supplemental financial and operating information available, which is referenced in its filings.
In addition, the company has filed 8-K reports describing decisions related to the form of interest payments on its 7.00% Subordinated Convertible Notes due 2031. In one filing, Wheeler Real Estate Investment Trust, Inc. states that interest payable on a specified date to holders of record of the notes would be paid in the form of the company’s Series D Cumulative Convertible Preferred Stock.
Location and regulatory status
According to its SEC filings, Wheeler Real Estate Investment Trust, Inc. is incorporated in Maryland and lists a location in Virginia Beach, Virginia, with a specified ZIP code. The company’s common stock is reported as trading on The Nasdaq Capital Market, and the filings reference its Commission File Number and federal employer identification number. The filings also note that the company’s trading symbol remains WHLR, even when CUSIP numbers for its common stock change in connection with reverse stock splits.
Overall, the available information presents Wheeler Real Estate Investment Trust, Inc. as a finance and insurance sector company classified under other financial vehicles, operating as a self-managed REIT focused on income-producing retail properties, with a capital structure that includes common stock, multiple series of preferred stock, and subordinated convertible notes, and with ongoing activity in redemptions, exchanges, and adjustments related to these securities.